ROX RESOURCES LIMITED — Capital/Financing Update 2014

Dec 1, 2014

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Name of entity

ROX RESOURCES LIMITED ABN 53 107 202 602

We (the entity) give ASX the following information.

Part 1 - All issues

art 1 - All issues
1+Class of+securities issued or to beissued2Number of+securities issued or to beissued (if known) or maximum numberwhich may be issued3Principal terms of the+securities (eg, ifoptions, exercise price and expiry date;if partly paid+securities, the amountoutstanding and due dates for payment;if+convertiblesecurities,theconversionpriceanddatesforconversion)4Do the+securities rank equally in allrespects from the issue date with anexisting+class of quoted+securities?If the additional securities do not rankequally, please state: the date from which they do the extent to which they participatefor the next dividend, (in the case ofa trust, distribution) or interestpayment the extent to which they do not rankequally, other than in relation to thenextdividend,distributionorinterest payment5Issue price or consideration	Options over Ordinary Shares
	17,500,000 options issued<550,000> – options (RXLAI) lapsed
	Options exercisable at $0.056, expire 30November 2017
	No
	Nil

6Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)6aIs the entity an+eligible entity that hasobtainedsecurityholderapprovalunder rule 7.1A?If Yes, complete sections 6b – 6h_in_relation to the+securities the subject ofthis Appendix 3B, and comply withsection 6i6bThe date the security holder resolutionunder rule 7.1A was passed6cNumber of+securities issued withoutsecurity holder approval under rule 7.16dNumber of+securities issued withsecurity holder approval under rule7.1A6eNumber of+securities issued withsecurity holder approval under rule 7.3,or another specific security holderapproval (specify date of meeting)6fNumber of securities issued under anexception in rule 7.26gIf securities issued under rule 7.1A,was issue price at least 75% of 15 dayVWAPascalculatedunderrule7.1A.3? Include the issue date andboth values. Include the source of theVWAP calculation.6hIf securities were issued under rule7.1A for non-cash consideration, statedateonwhichvaluationofconsideration was released to ASXMarket Announcements	Executive directors’ LTI as approved at20 Nov. 2014 AGM (15,000,000 options)and employee LTI (2,500,000 options.
	No
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

6iCalculate the entity’s remaining issuecapacity under rule 7.1 and rule 7.1A –complete Annexure 1 and release toASX Market Announcements7+Issue datesNote: the issue date may be prescribed by ASX (refer tothe definition of issue date in rule 19.12). For example,the issue date for a pro rata entitlement issue mustcomply with the applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B8Number and+class of all+securitiesquotedonASX(includingthesecurities in clause 2 if applicable)9Number and+class of all+securities notquotedonASX(includingthesecurities in clause 2 if applicable)10Dividend policy (in the case of a trust,distribution policy) on the increasedcapital (interests)	N/A	N/A
	1 December 2014
	Number	+Class
	849,673,095	Fully paid ordinaryshares (RXL)
	17,500,0006,000,0001,250,00021,437,301	30 November 2017- 5.6 cent options30 November 2015- 2.5 cent options28 February 2017 –5.7 cent options31 March 2017 –8.0 cent options
	N/A

Part 2 - Pro rata issue

Part 2 - Pro rata issue
11Is security holder approval required?12Is the issue renounceable or non-renounceable?13Ratio in which the+securities will beoffered14+Class of+securities to which the offerrelates15+Record date to determine entitlements16Will holdings on different registers (orsubregisters)beaggregatedforcalculating entitlements?17Policy for deciding entitlements inrelation to fractions	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

18Names of countries in which the entityhas+security holders who will not besent new offer documentsNote: Security holders must be told how their entitlementsare to be dealt with.Cross reference: rule 7.7.19Closing date for receipt of acceptancesor renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling fee payable tobrokers who lodge acceptances orrenunciations on behalf of+securityholders25If the issue is contingent on+securityholders’ approval, the date of themeeting26Date entitlement and acceptance formand offer documents will be sent topersons entitled27If the entity has issued options, and thetermsentitleoptionholderstoparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do+security holders sell theirentitlements_in full_through a broker?31How do+security holders sell_part_oftheir entitlements through a broker andaccept for the balance?32How do+security holders dispose oftheir entitlements (except by salethrough a broker)?33+Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a) X Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38	Numberofsecuritiesforwhich
	+quotation is sought
39	Class of+securities for which quotation
	is sought
40	Do the+securities rank equally in all
	respects from the+issue date with an
	existing+class of quoted+securities?
	If the additional securities do not rank
	equally, please state:
	 the date from which they do
	 the extent to which they participate
	for the next dividend, (in the case of a
	trust, distribution) or interest payment
	 the extent to which they do not rank
	equally, other than in relation to the
	next dividend, distribution or interest
	payment

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 6

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company Secretary

Date: 2 December 2014

Print name: BRETT DICKSON

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